| Item 1.01. | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On November 4, 2024, KalVista Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, BofA Securities, Inc., TD Securities (USA) LLC and Stifel Nicolaus & Company, Incorporated, as the representatives of the several underwriters named in Schedule A thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 5,500,000 shares of its common stock, par value $0.001 (the “Shares”) to the Underwriters (the “Offering”). The Shares will be sold at an offering price of $10.00 per share (the “Offering Price”).
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, conditions to closing, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-280759) that was filed by the Company with the Securities and Exchange Commission (“SEC”) on July 11, 2024 and declared effective on July 19, 2024 and a related prospectus supplement.
The Company estimates that net proceeds from the Offering will be approximately $51.3 million, after deducting underwriting discounts and commissions and estimated Offering expenses.
Securities Purchase Agreement
On November 4, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement” and, together with the Underwriting Agreement, the “Transaction Documents”) with DRI Healthcare Acquisitions LP (the “Purchaser”), an accredited investor affiliated with DRI Healthcare Trust, pursuant to which the Company agreed to sell and issue to the Purchaser an aggregate of 500,000 shares of Common Stock, at a purchase price equal to the Offering Price (the “Private Placement Shares”), in a private placement exempt from the registration requirements of the Securities Act (the “Private Placement” and, together with the Offering, the “Transactions”).
The Company estimates that net proceeds from the Private Placement will be approximately $4.7 million, after deducting placement agent fees and other expenses.
The Company intends to use the net proceeds from the Transactions, together with the proceeds from the previously announced synthetic royalty financing and existing cash and cash equivalents, to fund the continued clinical development of its product candidate sebetralstat and activities related to its planned commercialization following approval. The remainder of the net proceeds, if any, will be used for general corporate purposes. The Company expects the Transactions to close on November 5, 2024, subject to customary closing conditions. The consummation of the Offering and the Private Placement are not contingent upon each other.
The foregoing descriptions of the Underwriting Agreement and the Securities Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Transaction Documents. Copies of the Underwriting Agreement and the Securities Purchase Agreement are attached hereto as Exhibits 1.1 and 1.2, respectively, and are incorporated herein by reference.
A copy of the opinion of Fenwick & West LLP, relating to the validity of the Shares in connection with the Offering, is filed with this Current Report on Form 8-K as Exhibit 5.1.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained above under Item 1.01, to the extent required by Item 3.02 of Form 8-K, is hereby incorporated by reference herein. The offering and sale of the Private Placement Shares was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and corresponding provisions of state securities or “blue sky” laws. The Private Placement Shares have not been registered under the Securities Act or any state securities
